Exhibit 3.1
3.1 Second Amendment and Restatement of By-Laws of CarrAmerica
Realty Corporation dated as of October 25, 1996.
30
SECOND AMENDMENT AND RESTATEMENT
OF
CARRAMERICA REALTY CORPORATION
BY-LAWS
CarrAmerica Realty Corporation, a Maryland Corporation (the "Corporation")
having its principal office in Maryland in Baltimore, Maryland, and having the
Corporation Trust, Incorporated as its resident agent located at 23 South
Street, Baltimore, Maryland, hereby amends and restates the By-laws of the
Corporation adopted as of July 9, 1992, as follows:
ARTICLE 1
The name of the Corporation is: CarrAmerica Realty Corporation.
ARTICLE 2
OFFICES
The Corporation shall maintain a registered office in the State of Maryland
as required by law. The Corporation may also have offices at other places,
within or without the State of Maryland, as the business of the Corporation may
require.
ARTICLE 3
STOCKHOLDERS
Section 3.01. Annual Meeting. The annual meeting of the stockholders shall
be held each year between June 1 and July 1 on such date and at such time as the
Board of Directors designates. At each annual meeting, the stockholders shall
elect the members of the Board of Directors and transact such other business as
may be properly brought before the meeting.
Section 3.02. Special Meetings. Special meetings of stockholders for any
purpose or purposes, described in the meeting notice, may be called by the
President or the Chairman of the Board of Directors and shall be called by the
President or the Chairman of the Board of Directors or the Secretary at the
request in writing of one (1) or more Directors or of the holders of 25 percent
or more of the issued and outstanding shares of capital stock of the Corporation
entitled to be voted at the meeting. Such a request shall state the purpose or
purposes of the proposed meeting.
Section 3.03. Place of Meetings. Meetings of stockholders possessing voting
shares shall be held at such place, within or without the State of Maryland, as
the Board of Directors designates.
Section 3.04. Notice of Stockholder Meetings.
(a) Required notice. Written notice stating the place, day and hour of any
annual or special stockholder meeting shall be delivered not less than 10 nor
more than 60 days before the date of the meeting, either personally or by mail,
by or at the direction of the President, the Board of Directors, or other
persons calling the meeting, to each stockholder of record entitled to vote at
such meeting and to any other stockholder entitled by the Maryland General
Corporation Law or the Articles of Incorporation to receive notice of the
meeting. Notice shall be deemed to be effective at the earlier of: (1) when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid; (2) on the date shown on the return receipt if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee; or (3) when received.
(b) Adjourned Meeting. If any stockholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
and place, if the new date, time, and place is announced at the meeting before
adjournment. But if the new record date for the adjourned meeting is or must be
fixed, then notice must be given pursuant to the requirements of paragraph (a)
of this Section 3.04, to those persons who are stockholders as of the new record
date.
(c) Waiver of Notice. A stockholder may waive notice of the meeting (or any
notice required by the Maryland General Corporation Law, Articles of
Incorporation, or these By-laws), by a writing signed by the stockholder
entitled to the notice, which is delivered to the Corporation (either before or
after the date and time stated in the notice) for inclusion in the minutes or
filing with the corporate records.
A stockholder's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of the meeting
unless the stockholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; or
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(2) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting
notice, unless the stockholder objects to considering the matter when
it is presented.
(d) Contents of Notice. The notice of each special stockholder meeting
shall include a description of the purpose or purposes for which the meeting is
called. Except as provided in this Section 3.04 (d), or as provided in the
Corporation's Articles of Incorporation, or otherwise in the Maryland General
Corporation Law, the notice of an annual stockholder meeting need not include a
description of the purpose or purposes for which the meeting is called.
Section 3.05. Fixing of Record Date; List of Stockholders. The Board of
Directors may fix, in advance, a record date not less than thirty nor more than
ninety days before the date then fixed for the holding of any meeting of the
stockholders. The record date shall not be prior to the close of business on the
day the record date is fixed. All persons who were holders of record of shares
at such time, and no others, shall be entitled to vote at such meeting and any
adjournment thereof. At each meeting of stockholders, a true, full and complete
list of all stockholders entitled to vote at each meeting, showing the number
and class of shares held by each and certified by the transfer agent for such
class or by the Secretary, shall be furnished by the Secretary to the Board of
Directors.
Section 3.06. Quorum. The holders, present in person or represented by
proxy, of a majority of the issued and outstanding shares of capital stock
entitled to be voted at a meeting shall constitute a quorum for the transaction
of business at the meeting. If less than a quorum is present, the holders of a
majority of such shares whose holders are so present or represented may from
time to time adjourn the meeting to another place, date or hour until a quorum
is present, whereupon the meeting may be held, as adjourned, without further
notice except as required by law or by Section 3.04.
Section 3.07. Voting. When a quorum is present at a meeting of the
stockholders, the vote of the holders of a majority of the shares of capital
stock entitled to be voted whose holders are present in person or represented by
proxy shall decide any question brought before the meeting, unless the question
is one upon which, by express provision of law or of the Articles of
Incorporation or of these By-laws, a different vote is required. Unless
otherwise provided in the Articles of Incorporation, each stockholder shall at a
meeting of the
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stockholders be entitled to one (1) vote in person or by proxy for each share of
capital stock entitled to be voted held by such stockholders. At a meeting of
the stockholders, all questions relating to the qualifications of voters, the
validity of proxies, and the acceptance or rejection of votes shall be decided
by the presiding officer of the meeting.
Section 3.08. Presiding Officer of Meetings. The Chairman of the Board of
Directors, or in his absence the Chief Executive Officer, or in both their
absence the President, shall preside at all meetings of the stockholders. In the
absence of the Chairman of the Board, the Chief Executive Officer and the
President, the presiding officer shall be elected by vote of the holders of a
majority of the shares of capital stock entitled to be voted whose holders are
present in person or represented by proxy at the meeting.
Section 3.09. Secretary of Meetings. The Secretary of the Corporation shall
act as secretary of all meetings of the stockholders. In the absence of the
Secretary, the presiding officer of the meeting shall appoint any other person
to act as secretary of the meeting.
Section 3.10. Proxies. At all meetings of stockholders, a stockholder may
vote in person or vote by proxy which is executed in writing by the stockholder
or which is executed by his duly authorized attorney-in-fact. Such proxy shall
be filed with the Secretary of the Corporation or other persons authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the
proxy.
Section 3.11. Nominations and Stockholder Business.
(a) Annual Meeting of Stockholders.
(1) With respect to an annual meeting of stockholders, nominations of
persons for election to the Board of Directors and the proposal of
business to be considered by the stockholders may be made only (i) by
or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation who was a stockholder of record at the
time of giving notice of such nomination, who is entitled to vote at
the meeting and who complied with the notice procedures set forth in
this Section 3.11(a).
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder
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pursuant to clause (ii) of paragraph (a)(1) of this Section 3.11, the
stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive offices
of the Corporation not less than 60 days nor more than 90 days prior to
the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the 90th day prior to such annual meeting
and not later than the close of business on the later of the 60th day
prior to such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first made.
Such stockholder's notice shall set forth: (i) as to each person whom
the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (ii) as to any other business
that the stockholder proposed to bring before the meeting, the reasons
for conducting such business at the meeting and any material interest
in such business of such stockholder and of the beneficial owner, if
any, on whose behalf the proposal is made; and (iii) as to the
stockholder giving notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, the name and address of such
stockholder, as they appear on the Corporation's books and of such
beneficial owner and the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner.
(3) Notwithstanding anything in the second sentence of Section 3.11(a)(2)
to the contrary, in the event that the number of directors to be
elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for
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director or specifying the size of the increased Board of Directors
made by the Corporation at least 70 days prior to the first anniversary
of the preceding year's annual meeting, a stockholder's notice required
by this Section 3.11(a) shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the
tenth day following the day on which such public announcement is first
made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting. Nominations of persons
for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation's
notice of meeting (i) by or at the direction of the Board of Directors or (ii)
provided that the Board of Directors has determined that directors shall be
elected at such special meeting, by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
Section 3.11(b), who is entitled to vote at the meeting and who complied with
the notice procedures set forth in this Section 3.11(b). In the event the
Corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the Board of Directors, any such stockholder may
nominate a person or persons (as the case may be) for election to such position
as specified in the Corporation's notice of meeting, if the stockholder's notice
complies with the requirements of Section 3.11(a)(2) and is delivered to the
Secretary at the principal executive offices of the Corporation not earlier than
the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the tenth
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the directors to be elected
at such meeting.
(c) General.
(1) Only such persons who are nominated in accordance with the procedures
set forth in Section 3.11 shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as
shall have been brought before the meeting in accordance with the
procedures set forth in this Section 3.11. The presiding officer of the
meeting shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was made in
accordance with the procedures set
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forth in this section 3.11 and, if any proposed nomination or business
is not in compliance with this Section 3.11, to declare that such
defective nomination or proposal be disregarded.
(2) For purposes of this Section 3.11, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(3) Notwithstanding the foregoing provisions of this Section 3.11, a
stockholder shall also comply with all applicable requirements of state
law and of the Exchange Act and the rules and regulations thereunder
with respect to the matters set forth in this Section 3.11. Nothing in
this Section 3.11 shall be deemed to affect any rights of stockholders
to request inclusion of proposals in the Corporation's proxy statement
pursuant to Rule 14a-8 under the Exchange Act.
ARTICLE 4
BOARD OF DIRECTORS
Section 4.01. Powers. The business of the Corporation shall be managed
under the direction of the Board of Directors, which shall exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
law or by the Articles of Incorporation or by these By-laws directed or required
to be exercised or done by the stockholder.
Section 4.02. Number; Election; Qualification; Term.
(a) The Board of Directors shall consist of twelve members or such number
as determined from time to time by amendment of this subsection. The number of
Directors shall in no event be less than three. The term of office of a Director
shall not be affected by any decrease in the authorized number of Directors.
(b) The Board of Director shall initially consist of the persons named as
the Directors of the Corporation by the incorporater in the Articles of
Incorporation and any Directors selected in accordance with Section 4.03.
Beginning with the annual meeting of stockholders in 1994, at the first meeting
and at each subsequent annual meeting of the stockholders, the stockholders
shall elect Directors as set forth in paragraph (d) below.
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(c) Unless by the terms of the action pursuant to which he was elected any
special condition or conditions must be fulfilled in order for him to be
qualified, a person elected as a Director shall be deemed to be qualified (1)
upon his receipt of notice of election and his indication of acceptance thereof
or (2) upon the expiration of ten days after notice of election is given to him
without his having given notice of inability or unwillingness to serve.
Directors do not need to be residents of Maryland or stockholders of the
Corporation.
(d) The initial Directors shall be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible. One class shall serve for a term expiring at the annual meeting of
stockholders to be held in 1994. Another class shall serve for a term expiring
at the annual meeting of stockholders to be held in 1995. Another class shall
serve for a term expiring at the annual meeting of stockholders to be held in
1996. Each class will hold office until its successors are elected and
qualified. At each annual meeting of the stockholders of the Corporation, the
successors of the class of directors whose terms expire at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.
Section 4.03. Vacancies. Whenever between annual meetings of the
stockholders any vacancy exists in the Board of Directors by reason of death,
resignation, removal, or increase in the authorized number of Directors, or
otherwise, it may be filled by vote of a majority of the Directors in office. A
director elected by the Board of Directors to fill a vacancy shall hold office
until the next annual meeting of the Corporation, at which time a successor
shall be elected to fill the remaining term of the position filled by such
director.
Section 4.04. Place of Meetings. Any meeting of the Board of Directors may
be held either within or without the State of Maryland.
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Section 4.05. Annual Meeting. There shall be an annual meeting of the Board
of Directors for an election of officers and the transaction of such other
business as may be brought before the meeting. The annual meeting of the Board
shall be held immediately following the annual meeting of the stockholders or
any adjournment thereof, at the place where the annual meeting of the
stockholders was held or at such other place as a majority of the Directors who
are then present determine. If the annual meeting is not so held, it shall be
called and held in the manner provided herein for special meetings of the Board
or conducted pursuant to Section 4.12.
Section 4.06 Regular Meetings. Regular meetings of the Board of Directors,
other than the annual meeting, may be held without notice at such times and
places as the Board may have fixed by resolution.
Section 4.07. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President and shall be called
on the written request of any Director.
Section 4.08. Notice of, and Waiver of Notice for, Special Directors
Meetings. Unless the Articles of Incorporation provide for a longer or shorter
period, notice of any special director meeting shall be given at least two days
previously thereto either orally or in writing. If notice is given in writing,
notice of any director meeting shall be deemed to be effective at the earlier
of: (1) when received; or (2) the date shown on the return receipt if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the Director. Any Director may waive notice of any
meeting. Except as provided in the next sentence, the waiver must be in writing,
signed by the Director entitled to the notice, and filed with the minutes or
corporate records. The attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except where a Director attends a meeting for
the express purpose of objecting to the transaction of any business and at the
beginning of the meeting (or promptly upon his arrival) objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action taken at the meeting. Unless required by the Articles of
Incorporation, neither the business to be transacted at, nor the purpose of, any
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
Section 4.09. Organization. Every meeting of the Board of Directors shall
be presided over by the Chairman of the Board or in his absence by the Chief
Executive Officer or in both
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their absence the President. In the absence of the Chairman of the Board, the
Chief Executive Officer, and the President, a presiding officer shall be chosen
by a majority of the Directors present. The Secretary of the Corporation shall
act as secretary of the meeting. In his absence the presiding officer shall
appoint another person to act as secretary of the meeting.
Section 4.10. Quorum. The presence of a majority or more of the number of
Directors fixed by Section 4.02(a) shall be necessary to constitute a quorum for
the transaction of business at a meeting of the Board of Directors; provided,
however, that if any one (1) or more of the Directors recuse themselves from
consideration of a particular matter or matters at a meeting of the Board of
Directors, the presence of a majority or more of (i) the number of Directors
fixed by Section 4.02(a), less (ii) the number of Directors who have so recused
themselves, shall be sufficient to constitute a quorum for the transaction of
business at such meeting of the Board of Directors; provided further, however,
that in no event shall the number of Directors sufficient to constitute a quorum
for the transaction of business at a meeting of the Board of Directors be less
than one-third of the number of Directors fixed by Section 4.02(a). If less than
quorum is present, a majority of the Directors present may from time to time
adjourn the meeting to another time or place until a quorum is present,
whereupon the meeting may be held, as adjourned, without further notice.
Section 4.11. Vote. The act of a majority of the Directors present at any
meeting at which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by law, by the Articles of
Incorporation, or by these By-laws. Where a vote of the Directors present
results in a tie, the action proposed shall not constitute an act of the Board
of Directors.
Section 4.12. Action in Lieu of a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a unanimous written consent of the members of
the Board or committee, as the case may be, is signed by each member of the
Board or committee, and the writing or writings are filed with the minutes of
the proceedings of the Board or committee.
Section 4.13. Conference Call Meeting. Members of the Board of Directors or
of any committee thereof may participate in a meeting of the Board or committee,
as the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.
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Section 4.14. Removal of Director. Any Director shall be subject to removal
as provided in the Articles of Incorporation.
Section 4.15. Chairman of the Board. The Board of Directors may choose a
Chairman of the Board who shall, if present, preside at meetings of the Board
and of the stockholders. The Chairman of the Board may be an officer of the
Corporation elected pursuant to Article 6.
Section 4.16. Compensation. Unless otherwise provided in the Articles of
Incorporation, each Director may receive compensation for services to the
Corporation in his capacity as a Director in such manner and in such amounts as
may be fixed from time to time pursuant to resolution of the Board of Directors,
and expenses of attendance at each regular or special meetings of the Board of
Directors. Officers of the Corporation who are Directors will not be paid
director fees.
ARTICLE 5
COMMITTEES
Section 5.01. Committees of the Board. The Board of Directors may, by
resolution passed by a majority of the Directors in office, establish one or
more committees, each committee to consist of two or more of the Directors. The
Board may designate one or more Directors as alternate members of any committee,
who may replace any absent or disqualified member or members at any meeting of
the committee. Any such committee, to the extent provided in the resolution of
the Board, shall have and may exercise all the power and authority of the Board
for direction and supervision of the management of the business and affairs of
the Corporation, and may authorize the seal of the Corporation to the affixed to
all papers that may require it. No such committee, however, shall have power or
authority to (i) amend the Articles of Incorporation or the By-laws, (ii) adopt
an agreement of merger or consolidation, (iii) recommend to the stockholders the
sale, lease, or exchange of all or substantially all the Corporation's property
and assets, (iv) recommend to the stockholders a dissolution of the Corporation
or a revocation of a dissolution, or (v) declare a dividend or authorize the
issuance of stock.
Section 5.02. Procedures; Minutes of Meetings. Each committee shall
determine its rules with respect to notice, quorum, voting, and the taking of
action, provided that such rules shall be consistent with law, the rules in
these By-laws applicable to the Board of Directors, and the resolution of the
Board establishing the committee. Each committee shall keep
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regular minutes of its meetings and report the same to the Board of Directors
when required.
ARTICLE 6
OFFICERS
Section 6.01. General. The Board of Directors shall elect the officers of
the Corporation, which shall include a Chief Executive Officer, a President, a
Secretary, and a Treasurer, and such other officers as in the Board's opinion
are desirable for the conduct of the business of the Corporation. Any two or
more offices may be held by the same person except that the President shall not
hold the Office of Secretary. If specifically authorized by the Board of
Directors, an officer may appoint one or more officers or assistant officers.
Section 6.02. Power and Duties. Each of the officers of the Corporation
shall, unless otherwise ordered by the Board of Directors, have such powers and
duties as generally pertain to his respective office, as well as such powers and
duties as from time to time may be conferred upon him by the Board.
Section 6.03. Term of Office; Removal and Vacancy. Each officer shall hold
his office until his successor is elected and qualified or until his earlier
resignation or removal and shall be subject to removal with or without cause at
any time by the affirmative vote of a majority of the Directors in office. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors.
Section 6.04. Chief Executive Officer. The Chief Executive Officer shall be
the principal executive officer of the Corporation and, subject to the control
of the Board of Directors and with the President, shall in general supervise and
control all of the business and affairs of the Corporation and perform all
duties incident to the office of Chief Executive Officer and such other duties
as may be prescribed by the Board of Directors from time to time. He shall, when
present and in the absence of the Chairman of the Board, preside at all meetings
of the stockholders and of the Board of Directors.
Section 6.05. President. The President, subject to the control of the Board
of Directors and at the direction of and with the Chief Executive Officer, shall
in general supervise and control all of the business and affairs of the
Corporation. He shall, when present and in the absence of the Chairman of the
Board and the Chief Executive Officer, preside at all meetings of the
stockholders and the Board of Directors. He may sign, with the Secretary or any
other proper officer of the Corporation authorized by the Board of Directors,
certificates for shares of
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the Corporation and deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these By-laws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by Chief Executive Officer or the Board of
Directors from time to time.
Section 6.06. Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the stockholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-laws or as required by law; (c) be
custodian of the corporate records and of any seal of the Corporation and if
there is a seal of the Corporation, see that it is affixed to all documents the
execution of which on behalf of the Corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
Corporation; (e) keep a register of the post office address of each stockholder
which shall be furnished to the Secretary by such stockholder; (f) sign with the
President, or a Vice-president, certificates for shares of the Corporation, the
issuance of which shall have authorized by resolution of the Board of Directors;
(g) have general charge of the stock transfer books of the Corporation; and (h)
in general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Chief Executive
Officer, the President or the Board of Directors.
Section 6.07. Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the Corporation; (b)
receive and give receipts for money due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
such banks, trust companies, or other depositories as shall be selected by the
Board of Directors; and (c) in general, perform all of the duties incident to
the office of Treasurer and such other duties as from time to time may be
assigned to him by the Chief Executive Officer, the President or the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board of Directors shall determine.
Section 6.08. Compensation. The compensation of the officers shall be fixed
from time to time by the Board of Directors.
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ARTICLE 7
CAPITAL STOCK
Section 7.01. Certificates of Stock. Each stockholder is entitled to a
certificate which represents and certifies the shares of capital stock he or she
holds in the Corporation. A certificate may not be issued until the stock
represented by it is fully paid. Certificates for shares of capital stock of the
Corporation shall be in such form as the Board of Directors may from time to
time prescribe and shall be signed by the President or a Vice-President and by
the Secretary or the Treasurer. Any or each of the signatures on a stock
certificate, including that of any transfer agent or registrar, may be a
facsimile. If any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate has ceased to be such
officer, transfer agent, or registrar before the certificate is issued, the
certificate may be issued by the Corporation with the same effect as if the
officer, transfer agent, or registrar were the officer, transfer agent, or
registrar at the date of issuance.
Section 7.02. Transfer of Stock. Subject to restrictions provided in the
Articles of Incorporation, shares of stock of the Corporation shall be
transferable on the books of the Corporation only by the holder of record
thereof, in person or by duly authorized attorney, upon surrender and
cancellation of a certificate or certificates for a like number of shares, with
an assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, and with such proof of the authenticity of the signature and of
authority to transfer, and of payment of transfer taxes, as the Corporation or
its agents may require.
Section 7.03. Ownership of Stock. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the owner thereof
in fact and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it has express or other notice thereof, except as otherwise expressly provided
by law.
Section 7.04. Lost, Stolen, or Destroyed Certificates. In case any
certificate for stock of the Corporation is lost, stolen, or destroyed, the
Corporation may require such proof of the fact and such indemnity to be given to
it, to its transfer agent, or to its registrar, if any, as deemed necessary or
advisable by it.
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ARTICLE 8
MISCELLANEOUS
Section 8.01. Corporate Seal. The seal of the Corporation shall be circular
in form and shall contain the name of the Corporation, the year of
incorporation, and the words "Maryland" and "Corporate Seal."
Section 8.02. Fiscal Year. The Board of Directors shall have power to fix,
and from time to time to change, the fiscal year of the Corporation. The fiscal
year of the Corporation initially shall be the calendar year.
Section 8.03. Stock Ledger. The Corporation shall maintain in its principal
office a stock ledger which contains: (1) the name and address of each
stockholder; and (2) the number of shares of stock of each class which the
stockholder holds. The stock ledger shall at all times be conclusive evidence of
the ownership of all outstanding shares of stock of the Corporation, and the
registered holder shown on such ledger shall be the stockholder with respect to
the shares allocated to such registered holder thereon for purposes of these
By-laws and for all other purposes. The stock ledger may be in written form or
in any other form which can be converted within a reasonable time into written
form for visual inspection. There shall be made available upon request of any
stockholder, in accordance with the General Laws of the State of Maryland, a
record containing the number of shares of stock issued during a specified period
not to exceed twelve (12) months and the consideration received by the
Corporation for each such share.
Section 8.04. Books and Records. The Corporation shall keep accurate and
complete: (1) books and records of its accounts and transactions; and (2)
minutes of the proceedings of its stockholders and Board of Directors and of any
executive or other committee when exercising any of the powers of the Board of
Directors. The books and records of the Corporation may be in written form or in
any other form which can be converted within a reasonable time into written form
for visual inspection. Minutes shall be recorded in written form but may be
maintained in the form of a reproduction.
Section 8.05. Distributions. The Board of Directors may authorize, and the
Corporation may make, distributions (including dividends on its outstanding
shares) in the manner and upon the terms and conditions provided by applicable
law and in the Articles of Incorporation.
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ARTICLE 9
INDEMNIFICATION; TRANSACTIONS
WITH INTERESTED PERSONS
Section 9.01. Indemnification. The Corporation shall, to the fullest extent
permitted by Section 2-418 of the Maryland General Corporation Law as in effect
from time to time, indemnify any person who is or was, or is the personal
representative of a deceased person who was a Director or officer of the
Corporation against any judgments, penalties, fines, settlements and reasonable
expenses and any other liabilities, provided that, unless applicable law
otherwise requires, indemnification shall be contingent upon a determination, by
the Board of Directors by a majority vote of a quorum consisting of Directors
not, at the time, parties to the proceeding, or, if such a quorum cannot be
obtained, then by a majority vote of a committee of the Board of Directors
consisting solely of two or more Directors not, at the time, parties to such
proceeding and who were duly designated to act in the matter by a majority vote
of the full Board in which the designated Directors who are parties may
participate or by special legal counsel selected by and if directed by the Board
of Directors as set forth above, that indemnification is proper in the
circumstances because such Director, officer, employee, or agent has met the
applicable standard of conduct prescribed by Section 2-418(b) of the Maryland
General Corporation Law.
Section 9.02. Transactions with Interested Persons. No contract or
transaction between the Corporation and any of its Directors or officers, or
between the Corporation and any other corporation, partnership, association,
firm or other entity in which any of its Directors or officers is a director or
officer or has a material financial interest, shall be void or voidable solely
for that reason, or solely because the Director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof at
which the contract or transaction is authorized, approved or ratified, if --
(a) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee
authorizes, approves or ratifies the contract or transaction by the
affirmative vote of a majority or the disinterested Directors, even though
the disinterested Directors constitute less than a quorum; or
(b) the material facts as to his relationship or interest and as the
contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
authorized, approved or ratified by a majority of the votes cast by the
stockholders entitled to
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vote other than the votes of shares owned of record or beneficially by the
interested Director, officer, corporation, firm or other entity.
No such contract or transaction shall be entered into by the Corporation unless
the terms of the contract or transaction have been approved by action of the
Board of Directors with the interested Director abstaining.
Section 9.03. Corporate Opportunity. Any Director or officer of the
Corporation who simultaneously serves as a director, officer or employee of any
other corporation, partnership, association, firm or other entity ("Other
Company") shall refrain from communicating to such Other Company, and from using
or otherwise acting on behalf of such Other Company, any information acquired
solely as a result of his position as a Director or officer of the Corporation
concerning any business opportunity under consideration by the Corporation for
itself, Carr Realty, L.P. or any direct or indirect subsidiary of either. If the
Other Company has independently learned about a business opportunity also under
consideration by the Corporation, and if such Director or officer has not
participated in the consideration of the opportunity by the Corporation, then
such Director or officer may participate in the consideration of that
opportunity by such Other Company provided that such Director or officer
abstains from all participation in the consideration of that opportunity by the
Corporation unless and until such Other Company has concluded its consideration
of such opportunity and determined not to pursue such opportunity further. If
such Director or officer has participated or wishes to participate in the
consideration of such an opportunity by the Corporation, then such Director or
officer shall abstain from all participation in the consideration of the
opportunity by the Other Company unless and until the Corporation has concluded
its consideration of such opportunity and determined not to pursue the
opportunity further. In connection with the foregoing, each such Director and
officer shall be afforded a reasonable opportunity to make a judgment whether he
will participate with the Corporation in the consideration of any such business
opportunity, including without limitation, a reasonable time to determine
whether any Other Company which such Director or officer serves has learned
about any such business opportunity; provided, however, that in making such
judgment such Director or officer shall not have taken (or omitted to take) any
action inconsistent with the first sentence of this Section 9.03. No such
Director or officer shall be deemed to have participated in the consideration of
any business opportunity by the Corporation unless and until such Director or
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officer has been afforded a reasonable opportunity to make such judgment and
decision. The provisions of this Section 9.03 are in addition to any other
restrictions imposed by law or otherwise.
ARTICLE 10
NOTICES
Section 10.01. Notice. Whenever notice, is required or permitted by these
By-laws to be given to any person, it may be either (a) oral and communicated in
person, by telephone, or by radio, television, or other form of voice
communication, effective upon receipt by the person, or (b) in writing and
communicated by being delivered by hand, by mail, or by telegraph, teletype, or
other form of record communication, effective upon receipt by the person or, if
earlier, upon delivery at his address as registered in the records of the
Corporation for purposes of notice-giving ("notice address"); provided that (1)
notice of a meeting of the stockholders shall be in writing, and (2) a written
notice, if mailed postpaid and correctly addressed to a person at his notice
address shall be effective three business days after its deposit by the sender
in the United States mail.
Section 10.02. Waiver. Whenever any notice is required to be given under
the provisions of law of the Articles of Incorporation or of these By-laws, a
waiver thereof in writing, signed by the person or persons entitled to the
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance at a meeting for which notice is required shall
be deemed waiver of such notice unless such attendance is for the purpose of
objecting, at the beginning of the meeting, to the transaction of business on
the ground that the meeting is not lawfully called or convened.
ARTICLE 11
AMENDMENT
These By-laws may be amended or repealed, or new By-laws may be adopted, by
the stockholders at any meeting of the stockholders, or by the Board of
Directors at any meeting of the Board of Directors or pursuant to Section 4.12
of these By-laws; provided that the Board of Directors may not amend or repeal
this Article, Article 9.02 or Article 9.03 or any part of these By-laws that has
been adopted by the stockholders subject to the express condition that it may
not be amended or repealed except by holders of a majority of the issued and
outstanding shares of Common Stock.
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The undersigned, being the Secretary of CarrAmerica Realty Corporation,
hereby certifies the foregoing to be the Second Amendment and Restatement of the
By-laws of that Corporation duly adopted by the Board of Directors as of the
25th day of October, 1996.
/s/Andrea Fish Bradley
----------------------
Andrea Fish Bradley
Secretary
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